SEC Form 4 · accession 0001140361-17-032652
CASTLIGHT HEALTH, INC. · CSLT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giovanni M. Colella
Director · 10% Owner · Other
Period of report
Aug 15, 2017
Accepted (ET)
Aug 17, 2017 · 8:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001433714
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Aug 15, 2017 | M | 9,187 | $0.00 | A | 88,093 | D | |
| Class B Common StockF2,F3,F4 | Aug 16, 2017 | S | 3,662 | $3.9027 | D | 84,431 | D | |
| Class B Common Stock | Aug 16, 2017 | J | 5,525 | $0.00 | D | 78,906 | D | |
| Class B Common StockF6 | Aug 16, 2017 | J | 5,525 | $0.00 | A | 27,745 | I | By living trust |
| Class B Common StockF6 | Aug 16, 2017 | C | 26,400 | $0.00 | A | 54,145 | I | By living trust |
| Class B Common StockF2,F7,F6 | Aug 16, 2017 | S | 26,400 | $3.911 | D | 27,745 | I | By living trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F9 | $0.00 | Aug 15, 2017 | M | 9,187 | D | — | — | Class B Common Stock | 9,187 | 64,313 | D |
| Class A Common StockF6,F10,F11 | $0.00 | Aug 16, 2017 | C | 26,400 | D | — | — | Class B Common Stock | 26,400 | 4,610,591 | I |
| Class A Common StockF12,F10,F11 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 509,638 | 509,638 | I |
| Class A Common StockF12,F10,F11 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 160,443 | 160,443 | I |
| Class A Common StockF13,F10,F11 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 509,638 | 509,638 | I |
| Class A Common StockF13,F10,F11 | $0.00 | holding | — | — | — | — | — | Class B Common Stock | 106,443 | 106,443 | I |
Explanation of responses
- F1Release and settlement of restricted stock units ("RSUs") granted to the Reporting Person on June 17, 2015, the grant of which was previously reported by the Reporting Person on a Form 4.
- F10Each share of Class A Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, that occurs after the closing of the IPO to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect as of the date hereof. The shares of Class A Common Stock have no expiration date.
- F11Each share of the Issuer's Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the earliest to occur of the following: (a) the first date on which the number of shares of Class A Common Stock then outstanding is less than 15,340,384 shares, (b) March 19, 2024, or (c) a time and date approved in writing by holders of at least a majority of the then-outstanding shares of Class A Common Stock. The shares of Class A Common Stock and Class B Common Stock have no expiration date.
- F12Reporting Person serves as trustee and sole beneficiary.
- F13Reporting Person's spouse serves as trustee and sole beneficiary.
- F2Represents the aggregate of sales effected on the same day at different prices.
- F3All of these shares were sold to cover taxes and fees due upon the release and settlement of the RSUs.
- F4Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $3.95 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F5Re-registration of shares in the name of the Reporting Person's living trust, effecting only a change in the form of beneficial ownership.
- F6Reporting Person serves as a co-trustee.
- F7Represents the weighted average sales price per share. The shares sold at prices ranging from $3.85 to $4.05 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F8Each RSU represents a contingent right to receive 1 share of the Issuer's Class B common stock upon settlement for no consideration.
- F9The RSUs vest over 4 years as follows: 25% of the RSUs vested on May 15, 2016 and the remainder will vest on each quarterly anniversary thereafter in equal installments. Shares of the Issuer's Class B common stock will be delivered to the Reporting Person following vesting.